Exhibit 4.9


 


DESCRIPTION OF SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


Innovative Payment Solutions, Inc. (the “Registrant,”
“we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), which is our common stock, par value $0.0001 per share (the “Common
Stock”).


 


General


 


The following description of the Common Stock
is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Registrant’s
Articles of Incorporation, as amended (the “Articles of Incorporation”), and Amended and Restated Bylaws (the “Bylaws”),
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit is a part. We encourage
you to read our Articles of Incorporation, our Bylaws and the applicable provisions of Nevada Revised Statute (the “NRS”),
for additional information.


 


Description of Common Stock


 


Authorized Shares of Common Stock


 


The authorized number of shares of Common Stock
is 750,000,000.


 


Voting Rights


 


The holders of the Common Stock are entitled to
one vote for each share held of record on all matters submitted to a vote of the stockholders, including the election of directors, and
do not have cumulative voting rights. Accordingly, the holders of a majority of the shares of the Common Stock entitled to vote in any
election of directors can elect all of the directors standing for election.


 


Dividend Rights


 


Subject to preferences that may be applicable
to any then outstanding preferred stock, the holders of Common Stock are entitled to receive dividends, if any, as may be declared from
time to time by our board of directors out of legally available funds.


 


Liquidation Rights


 


In the event of our liquidation, dissolution or
winding up, holders of the Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders
after the payment of all of our debts and other liabilities, subject to the satisfaction of any liquidation preference granted to the
holders of any then outstanding shares of preferred stock.


 


Other Rights and Preferences


 


The holders of the Common Stock have no preemptive,
conversion or subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights,
preferences and privileges of the holders of the Common Stock are subject to, and may be adversely affected by, the rights of the holders
of shares of any series of our preferred stock that we may designate and issue in the future.


 


Fully Paid and Nonassessable


 


All of our outstanding shares of Common Stock
are fully paid and nonassessable.


 






     


     


    

 


Transfer Agent and Registrar


 


The transfer agent and registrar for the Common
Stock is Nevada Agency and Transfer Company. Its address is 50 West Liberty Street, Suite 880, Reno, Nevada 89501 and its telephone number
is (775) 322-0626.


 


OTCQB


 


The Common Stock is quoted on the OTCQB Venture Market under the symbol
“IPSI.”


 


Anti-Takeover Effects of Certain Provisions
of our Articles of Incorporation and Bylaws


 


Our Articles of Incorporation and Bylaws contain
certain provisions that may have anti-takeover effects, making it more difficult for or preventing a third party from acquiring control
of the Registrant or changing our board of directors and management. According to our Articles of Incorporation and Bylaws, the holders
of the Common Stock do not have cumulative voting rights in the election of our directors. The lack of cumulative voting makes it more
difficult for other stockholders to replace our board of directors or for a third party to obtain control of our company by replacing
its board of directors.


 


Authorized but Unissued Shares


 


Our authorized but unissued shares of Common Stock
will be available for future issuance without stockholder approval. We may use additional shares of Common Stock for a variety of purposes,
including future public offerings to raise additional capital, to fund acquisitions and as employee compensation. The existence of authorized
but unissued shares of Common Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest,
tender offer, merger or otherwise.


 


Anti-Takeover Effects of Nevada Law


 


Business Combinations


 


The “business combination” provisions
of Sections 78.411 to 78.444, inclusive, of the NRS generally prohibit a Nevada corporation with at least 200 stockholders from engaging
in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction
in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the
interested stockholder obtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting
of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested
stockholders, and extends beyond the expiration of the two-year period, unless:


 


	 	●	the combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or


 


	 	●	if the consideration to be paid by the interested stockholder is at least equal to the highest of: (a) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (b) the market value per share of Common Stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (c) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.


 






    2


     


    

 


A “combination” is generally defined
to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction
or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more
of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate
market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation,
and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.


 


In general, an “interested stockholder”
is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting
stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts
to acquire our company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above
the prevailing market price.


 


Control Share Acquisitions


 


The “control share” provisions of
Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least
200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly
in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s
stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested
stockholders. The statute specifies three thresholds: one-fifth or more but less than one-third, one-third but less than a majority, and
a majority or more, of the outstanding voting power. Generally, once an acquirer crosses one of the above thresholds, those shares in
an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of
the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded
full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote
in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance
with statutory procedures established for dissenters’ rights.


 


A corporation may elect to not be governed by,
or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that
the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that
is, crossing any of the three thresholds described above. We have not opted out of the control share statutes and will be subject to these
statutes if we are an “issuing corporation,” as defined in such statutes.


 


The effect of the Nevada control share statutes
is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control
shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable,
could have the effect of discouraging takeovers of our company.


 


 


3